UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: March 31, 2021

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

For the Transition Period Ended: N/A

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

BiomX Inc.

Full Name of Registrant

Former Name if Applicable

22 Einstein St., 5th Floor

Address of Principal Executive Office (Street and Number)

Ness Ziona, Israel 7414003

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
☒		following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed

within the prescribed time period.

(Attach extra Sheets if Needed)

The Registrant is unable to file the Form 10-Q for the quarter ended March 31, 2021 in a timely manner because the Registrant was not able to timely complete its financial statements without unreasonable effort or expense, due primarily to the reason described below.

The Registrant is in the process of finalizing the accounting analysis of its outstanding common stock warrants that was undertaken in light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies issued by the staff of the Securities and Exchange Commission on April 12, 2021. Although the analysis has not yet been finalized, the Registrant at this time does not expect that the accounting for its outstanding warrants will change as a result of this analysis. The Registrant also does not expect that its unaudited financial statements for the 2021 first quarter will include a significant change in results of operations from the corresponding period for the last fiscal year, as previously reported.

The Registrant anticipates filing its Form 10-Q for the period ended March 31, 2021 within the five-day extension period.

PART IV – OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Marina Wolfson		972		72 394 2377
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒No ☐

(3)

Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

	BiomX Inc.
	(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 17, 2021	By:	/s/ Marina Wolfson
		Marina Wolfson
		Senior Vice President of Finance and Operations